Submit or Perish
by Brennan4
Summary: Fresh off their battle with Mother, the Young Avengers make a quick stop before their long journey. They encounter a powerful intelligence bent on destroying them and all of humanity. Takes place during the Age of Ultron storyline.
1. Chapter 1

"Hey, would you mind making a stop over here?"

Noh-Varr was about to turn the steering wheel when Kate grabbed his elbow.

She asked, "What for, Loki? You can't expect us to stop in the middle of the Midwest for no reason. What's the catch?"

Loki gave her his trademark "look how innocent I am" smile. He said, "Broxton, Oklahoma is home to the tree of life, and Asgard itself. It's my old home."

"Did they kick you out?" interjected America.

"Oh yes, repeatedly. But not recently." Loki reassured her. "I just need to pick up a few magical items and we'll be on our way. It'll just make the journey easier."

"That's pretty vague, _Chico._ Mind filling us in on the specifics?"

"Kind of," replied Loki. "Look at me, would I ever mislead you?"

"Is that a serious question?" America raised her eyebrow.

"Fine, I don't care! Don't stop. It's not like my powers are crippled and Kaplan has as much control over his as a hound has over its own bladder! Just keep flying! We'll be _fine."_

"Pull over," said Teddy. "Whatever he's planning, it can't be worse than him complaining."

Loki beamed. He considered his grating personality one of his greatest assets.

The ship turned and sped towards Broxton. Loki's smile faded. "Something's not right."

Billy asked, "Is it a magic thing? I'm not getting anything."

Shaking his head, Loki answered, "No, it's an Asgardian thing. Some manner of magic is clouding the World Tree."

He closed his eyes and concentrated. "No, I was wrong. It's not magic. It's something else. Something... Familiar."

He ran up to the dashboard and furiously started pressing buttons. He looked at the scanners unsure of what most of them meant. But he was able to ascertain one thing.

"Asgard's gone."

"What, it's been destroyed, how is that possible?" asked Billy.

"It's still there, technically speaking, but some nefarious force has separated it from us. Someone doesn't want Asgardians coming to Earth."

"What does that mean for you?" asked Kate.

"It means someone will probably try to kill us soon."

A bright blue light engulfed the entire town below them. In its wake, a massive construct made of metal appeared, surrounding the entire town. It had sharp, spiked edges and an endless sea of moving parts. Gleaming metal spires moved in the direction of the approaching ship.

"What the hell _is _that?" asked Kate.

"I don't know, but it can't be good," replied America. "I think it's interested in us."

She pointed to the metal spires, which were now glowing with red energy.

"Those look like energy cannons," said Loki nonchalantly.

There was a full second of silence before Noh shouted "Evasive maneuvers!"

He violently turned the steering wheel and the ship spun. Everyone grabbed for something to hold onto except Loki. The godling was thrown around the cockpit, bouncing into the walls.

The ship escaped the initial onslaught mostly unscathed. After several seconds of continuous fire the guns went silent.

A single golden figure rose above the massive array of metal.

Everyone peered at the screen to get a better look.

"Hang on, we're being hailed." Noh-Varr pressed a switch and a message played over the ship's speakers. A cold, monotone voice addressed the Young Avengers.

"Submit or perish."

The ship sped closer to the golden entity, giving the team a better look.

"It's Ultron." said Noh-Varr without a hint of emotion. All of the young heroes tried to hide the intial wave of fear that name brought, except Loki.

"Damn it to Hel. That infernal contraption is behind this, isn't he? Just great. He has no sense of humor and is unreasonably hard to kill. _Lovely._"

The boy sneered and tapped his foot in disapproval. "I assume this ship has some kind of weaponry?"

Noh-Varr began pushing buttons. "Yes, Kree ships are now designed with Ultron in mind after he and the Phalanx tried to take over the galaxy."

He slammed a button and bright green energy shot at Ultron. The blasts tore through his metal body, sending his molten remains crashing to the ground. The Kree warrior allowed himself a sigh of relief.

Then another gold robot arose. Followed by another. Then six more. Over the speakers, eight identical voices chanted, "Submit or perish."

Scarlet beams of light projected from the robot's eyes grazed the ship. It bobbed to and fro, avoiding the brunt of the blasts. Noh-Varr returned fire, but the robots had adapted. The green energy crackled harmlessly around their armored bodies.

More and more robots rose up and started firing. It became too much for the Kree to focus on and the ship was struck again and again. The Damage was to critical and the ship went crashing down.

Teddy grabbed Billy. He held him tight and said, "Don't worry, I've got you."

Smiling, Billy said, "As adorable as that is, it isn't exactly necessary."

A blue glow emanated from the teen witch and embraced each hero. In a second, they were all in the woods below.

"See? Teleportation is more useful than super strength. Told you so!"

"Yeah, but super strength is more fun," shot back Teddy.

"And it's sexier," said Billy as he pulled Teddy in close.

"Hate to break this up," shouted Loki, "but duck for cover!"

The flaming remains of the Kree ship came crashing to the ground.

"We should go," said Loki. "The wreckage should make a good shelter. We'll need it. We can hide from Ultron for a little while, but I'm not sure we can destroy him."

* * *

The Ultron drones made note of their encounter. The data was transmitted wirelessly throughout the entire network. Every unit became aware of it, and the information was sorted by processors more powerful than any human could imagine. The robotic intelligence prioritized this finding on a list of all known superpowered humanoids. The intelligence cared little for them, and postulated the most efficient method to eliminate them. They were not viewed as significant obstacles, simply more flesh to be eradicated.

Except for one.

Ultron had been forming a plan for some time now, and had been missing the key it needed to make the strategy work. The final element needed to complete this plan was the human named William Kaplan.


	2. Chapter 2

Teddy was woken by a distant thundering sound. It was quieter than most thunderstorms, but the sound was more repetitive, and instances of it occasionally overlapped. Groggily he shook his head and got up, realizing too late that Billy's unconscious body was draped over him. He winced as Billy fell back onto the bed with a thud.

"What do you think that noise is?" he asked his barely-awake boyfriend.

Billy frowned as he thought about it. "It's probably got something to do with Ultron."

"Whatever that robot's up to, it can't be good." Teddy said with a sigh. He bowed his head. Billy wrapped his arms around him to comfort him. Teddy said, "I hope nobody is being hurt too badly."

"That's what I love about you, Teddy," said Billy with a nervous laugh. "Here you are worried about the innocent people of Broxton and I'm thinking that this might be my chance to live out my dirty post-apocalypse fantasies."

"That's a bit messed up, but whatever." said Teddy as he leaned in to kiss him.

There was an impatient knocking on their door. "I don't really care what you're doing in there, and I hate to interrupt, but there's a team meeting in a few minutes."

Sighing, Billy said, "Why do people who say they're sorry for interrupting always keep doing it? Loki's worse than Tommy."

* * *

Everyone had gathered in the ship's cockpit. Loki stood up on a chair to look taller and addressed the team. "Alright, since noh-Varr and I have the most experience with Ultron, we've been discussing the current situation and have come to a few conclusions. "Do you want the bad or good news first?"

Kate shrugged and said, "Bad news, I guess."

Loki continued, "This probably isn't limited to just Broxton. Despite the presence of Asgard, Broxton is a low -level target by ultron's standards. He usually tries to wipe as many enemies as he can out in one fell swoop, and Ultron doesn't have many enemies here. From this we can infer that This is a wide-scale invasion, possibly nationwide. So we probably shouldn't expect the Avengers to show up and sort this all out."

America put up her hand. "What's the good news?"

"The ship is safe for the time being," answered Noh-Varr. "I've used the Kirby generators to create a protective field around the ship. After he used the Phalanx to invade the galaxy, all Kree ships have defensive measures to keep out Ultron units. They shouldn't be able to get in."

"Until Ultron builds a big enough missile and incinerates the whole ship." added Loki.

"So, that wasn't really good news at all." said Teddy sheepishly. "It's just bad news and slightly less bad news."

"Do we at least have a plan to fight back?" asked Billy.

Loki beamed. "Yep, I've been working on some techno-sorcery techniques, and I think now might be a good time to test them. I think I can upload an enchantment onto Ultron's network if we can get in, and use it to weaken the invasion."

"How do we accomplish that?" asked Billy.

"Oh, it's all rather complex, I'll go into the details later." said Loki, waving his hand nonchalantly. "All you need to know is that I can upload it from my Starkpad if I have a wi-fi signal. Broxton's not exactly the most hi-tech town in the Midwest, but they do have an Apple Store.

"Our plan to stop the robot apocalypse is breaking into an Apple Store?" asked kate incredulously.

"Unless you have a better plan, that's what we're doing."

* * *

In a matter of minutes the Young Avengers had geared up and began the hike to the Apple Store. The night was eerily quiet, as the distant screaming from earlier had died down. Everyone in Broxton was apparently either hiding or dead. The teens kept looking over their shoulders, aware that Ultron units were probably still patrolling the area. The store's glass windows reflected the burning wreckage of the town around it. The team quickly shuffled in through the door, one by one. The lights were all turned off, but a few devices were still turned on, giving the room a haunting glow.

Loki sat down next to a computer and pulled out his Starkpad. There was a rustling sound behind him. He turned around to see three disheveled looking people emerge from the backroom. They weren't employees, but rather townspeople who had apparently gone into the store for shelter. One of them, a grey-haired woman, was brandishing a pistol.

"I don't care if you're here to loot the store, just don't hurt us. We're afraid of those robots as much as you are."

Loki put up his hands. "We aren't looters. We're here to help. We're superheroes! Well, sort of anyway."

A man standing next to the gun-toting woman squinted in the faint light. "you look familiar. Are you one of those Asgardians?"

Loki said, "Yes, I am the brother of Thor, god of Mischief! I'm quite famous."

"Are you that kid who always ordered the milkshakes at the diner and brought that awful little dog?"

Lokis said, "Well, yes, but I'm known for other..."

"I used to be a waiter there! You're the worst customer we've had in the thirty years that diner's been open! _You're_ gonna stop those robots?"

Loki sighed. "Yes, I am. I'm quite good at this kind of thing. America, would you shut him up so that I can work in peace?"

"I'm not your personal bouncer." said America, rolling her eyes.

The grey haired woman was looking more and more agitated. "I don't care who you are or what you're doing, but you need to leave. Those _things_ killed my cousin and everyone she worked with, and they'll be back for us. If too many people are in one building, they'll fry it. I've seen it with _my own eyes_."

"Now let's not get too worked up,"said Teddy, striving to be as reassuring as possible. "We can work something out. Just put down the gun.

Loki sighed with exasperation and whispered something unintelligible under his breath. A green spark shot from his fingers and struck the barrel of the gun. THe magazine slid out and all of the bullets scattered across the floor.

"Sorry, I'm in kind of a hurry."The godling typed furiously as everyone watched. The woman overcame her shock and frantically searched for the bullets, giving up when she couldn't see them in the dark. After a few minutes, Loki groaned and slapped the keyboard.

"Blast it all! The wretched robot has a defense for this already."

"You mean he can counter magical attacks?" asked Billy, trying to hide the worry in his voice with curiosity.

"Looks like it. I should have known, given that he already neutralized Asgard. Whatever Ultron's doing, he's pretty well prepared for it."

As if on cue, the sound of jet engines filled the air. Scarlet light vaporized the roof and dozens of gold robots peered down at the people inside. Simultaneously, their identical, monotone voices all announced, "Submit or Perish."

The woman screamed as everyone ran for cover. Red light filled the air. The three bystanders were all struck down within seconds of each other, as the Young Avengers carefully avoided each of the blasts. Noh-Varr was the first to retaliate, the green energy bolts from his pistols joining the red ones that lit up the store. Kate quickly joined him, with her energy bow.

Teddy grabbed Billy and tackled him to the ground, out of the way of most of the robots' fire. Billy reached his arm around Teddy's shoulder and unleashed a bolt of lightning towards the sky, striking two robots and reducing them to molten slag.

The team reoriented themselves from the surprise attack and mounted their own offense against the oncoming androids. Teddy and America took to the sky, tearing the robots to shred with their bare hands. Billy, Kate, and Noh-Varr covered them, shooting the robots around them whenever one got too close. As the robots acknowledged the teenagers as a threat, they summoned reinforcements. Another wave of golden drones appeared, showering the store with energy blasts.

Two blasts struck Teddy in the chest, sending him crashing onto a desk of laptops. Billy ran to the aid of his boyfriend and cradled his charred body in his arms. Teddy didn't feel a hint of worry or dread until he saw the distraught look on Billy's face.

Teddy smiled at Billy to assuage his boyfriend's panic, but it was too late. Billy's eyes glowed and his body rose in the air. Billy's arms and legs were limp, as if some other force was pulling his body like a puppet. Electricity crackled along his body. He stretched his right arm out in the direction of the attackers and opened his palm.

"Stop!" said Billy, his voice amplified but void of emotion. A pulse of blue energy emanated from his body and engulfed every single one of the robots. The androids stopped in their tracks, and the red lights in their eyes and mouth died. Each component of their body separated from each other, down to the last screw. The robotic horde was reduced to a floating cloud of machine parts.

Billy balled his hand into a fist and the pieces of metal all converged on each other. They were crammed together into a giant golden sphere, which fell to the ground with a thud.

The light in Billy's eyes died down and his body stiffened. He took a deep breath and looked at what he had done. He gulped nervously.

Another robot approached from the , Billy said, "You wanna be next? You wanna see what else I can dish out when someone _hurts my boyfriend_?"

Without a hint of emotion, the Ultron unit answered, "Negative. This unit does not intend to be destroyed, although its loss would not hinder the machinations of the Intelligence. This unit intends to bring you before the Regional Processor Unit for an audience. The Intelligence has use for you."

"Why me? What could a mad robot invasion want with a magical, gay Jewish teenager?"

"You are the last in the line of the progeny of Ultron. In your terms, Ultron is your "grandfather." This relation, your mystical abilities, and your experiences make you an ideal instrument in the agenda of the Intelligence."

"And why would I accept your offer?"

The robot replied, "You are in no position to bargain. The units you defeated were a patrol party. If the brunt the Ultron forces came here, you would be annihilated in less than a minute. We would spare you, and those that you care about."

Teddy pleaded, "don't do this, Billy. We'll find a better way."

"I think this is the best choice."

"Going off wit your evil robot Grandpa to be an agent of his crazy invasion cannot possibly be the best option." said Teddy, an uncharacteristic hint of anger in his voice.

Billy floated down and embraced Teddy. "I can buy you some time to think of a better idea. Until then, I have to do this."

He rose back up, alongside the golden machine. A flash of light surrounded the two of them and they were gone.


	3. Chapter 3

The whitish blue blur his teleportation gave off faded away. Billy was suddenly surrounded by gleaming gold metal. He looked down at the massive expanse of metal beneath him. He had to admit, there was something beautiful about Ultron's creation. Then he remembered how many corpses this was probably built on. The robot that had escorted descended further into the complex, and he followed.

He couldn't help but notice the turrets that had shot down there ship earlier were now focused on him.

A voice over Billy's shoulder whispered, "I hope you know what you're doing."

Billy spun around, but saw nobody. "Loki?" he asked.

"Not so loud," answered the godling's voice. "I'm using an invisibility spell, but I'm not bulletproof."

The Ultron sentry turned to face Billy. "This way," it announced, without a trace of emotion.

Billy followed the robot through the labyrinth of gold. "What are you doing here?" he whispered to Loki.

"I'm helping you. Trust me, you need it. The others have no hope of holding off the robots on their own. We need to cut this off at the head."

The robot led them into a large room. At the center was a cylindrical object with scarlet lights that resembled eyes, surrounded by circuitry.

The now familiar voice of Ultron filled the room. "You are seeking with the Regional Oversight Unit. You will obey."

Billy whispered, "Is this the guy controlling the invasion?"

"Only for Broxton." answered Loki. "There are probably multiple ones like this across the country."

"Raise your voice, Kaplan. You must be louder to communicate properly." droned the Unit, with a hint of indignation.

"What do you need me for?" asked Billy.

"I need you to help the Intelligence eliminate a human being by the name of Nathaniel Richards."

* * *

America said, "I can see them coming." She pointed her finger to the sky. "Over there, about 7 o'clock."

The remaining team members braced themselves for combat. America took to the sky, while the others set up a defensive perimeter around the ship. In the distance, the now familiar hum of the thrusters the Ultron drones used for flight came up from over the horizon. But as the sound approached, there was a noticeable difference. The hum had a lower pitch, sounding more guttural and ominous. The moonlight was blocked off by several blocky figures that filled the sky.

The robots descended. Their design did not evoke the anatomy of human beings like the previous models. These were much larger, their backs hunched over and their gargantuan hands dragging across the ground.

These were Hulkbuster Units. They were not here to be cannon fodder. They were designed with the specific purpose of taking the hardest blows superhumans could offer and tearing them apart.

* * *

"Why do you need to take down Iron Lad?" asked Billy. "And what do you need me for?

"The man known as Nathaniel Richards, or Iron Lad, or Kang the Conqueror, has been a longtime-enemy off the Intelligence. He is a prime example off the flaws possessed by organic lifeforms. His primitive ego consumes him and drives him into being an engine of destruction and madness."

"People say the same thing about you, you know," muttered Billy. Loki laughed to himself.

Ignoring him, the computer continued, "Despite his delusional mind, Kang is a persistent and powerful opponent. His control over the time stream is unmatched by any other human being and his strategic mind creates a unique threat."

"I still don't see what I have to do with any off this."

"You were an acquaintance of his younger self, before his descent into insanity. You will use you friendship to get close to him, then you will kill him with your mystical abilities."

"Yeah, there's no way I'm doing any of that." said Billy. "Thanks for the offer though."

He floated up off the ground, allowing mystical energy to flow through his body. With a wave of his hand, he shot a stream of lightning that melted the Regional Oversight Unit into a vibrant orange puddle.

Loki appeared out of the shadows and joined the fray. The two magic users stood back to back, firing spells in all directions. One by one, the guard units fell, metal limbs and heads flying about the room. Within seconds, they had cleared the room of Ultron soldiers.

A door opened, and more robots flooded the chamber. These units were slightly larger than the standard model, and were covered with glowing inscriptions. Their arms, shoulders, and necks were lined with little spikes, like an Asgardian Destroyer.

The Godbuster Units raised their swords and attacked. The two teens fired blasts of energy, which bounced harmlessly of the robots' bodies.

* * *

The Young Avengers stood their ground, but the robots kept coming. The Hulkbusters were too durable for Kate or Noh-Varr to take out with anything but a perfect headshot, so America and Teddy had to do the bulk of the fighting. Teddy found himself envious of America's speed and maneuverability in the air, which proved to be quite useful against the drones.

America was currently flying high above him. She had the best view of the battle below. In the distance, she saw a streak of light approaching.

"Incoming missile!" she shouted, before speeding off to intercept it. She put out her fist and zoomed towards the missile at full speed. Right before she collided with it, the missile sharply changed direction, slipping around her. She turned to get a better look, and saw the missile heading straight for her. She didn't have enough time to get out of the way.

Teddy looked up and saw a blazing fireball light up the night sky.

Kate cried out in rage. She fired more and more plasma arrows at the oncoming horde, terminating three robots and crippling a fourth. Noh-Varr leapt to her side, shooting green energy bursts all around her.

Both of them were focused on the seemingly endless rush of Hulkbusters. Neither of them noticed one robot sneaking up behind them. A powerful metal hand gripped Noh-Varr's neck. It squeezed like a closing ice, and a sickening _crunch _rang out. Kate looked in the Kree soldier's eyes his lifeless body fell to the ground. She pulled out her battle staves and struck the robot's head, crushing the circuitry inside. After the robot collapsed, she fell on her knees, hyperventilating. Teddy swooped down and picked her up in his arms, soaring above the golden sea of Hulkbusters below.

* * *

Billy and Loki had put up a magical barrier, keeping them safe for the time being. The Godbusters hacked away at the dome with their swords, creating hairline cracks with each strike.

"This won't hold for much longer! If we're going to go, now is the time!" shouted Loki.

Billy nodded. The agreement had gone too far south to be worth any more of their time. At least he would get to be with Teddy again.

He began picturing the crash site, and could feel the mystical energy building inside him.

A sword pierced through the shield. Billy felt a flaming surge of pain as it slashed along his side, tearing his skin.

He growled in pain but finished the spell. In a flash of blue he and Loki were suddenly standing in the forest near the crashed ship. Billy looked up and saw Teddy flying towards them, cradling Kate in his arms. He smiled at the approaching form of his boyfriend. Teddy responded with a look of deep concern.

"Oh my God, Billy, are you okay?" said Teddy as he landed. He gently set Kate down and ran to hold Billy.

"What happened?" he asked, his voice cracking in panic.

"The deal with Ultron didn't go too well." said Loki, panting. "We fought our way out. One of them slashed him."

Teddy looked down at the boy resting in his arms. He was still smiling, something Teddy hadn't gotten to see him do very often lately.

"I really love you, you know that?" murmured Billy.

With tears in his eyes, Teddy said, "Come on Billy, stay with me."

"In spite of everything that happened, I'd do it all again if it meant I got to meet you."

"Don't do this, Billy," pleaded Teddy, knowing it was hopeless.

"I just wish that I was as good you as you were to me." A tear rolled down Billy's cheek. A large green finger swept it away.

Teddy held Billy closely. He pressed his ear to Billy's chest and listened to his heartbeat. He sobbed as the rhythmic thumping slowed down and stopped.

"I'm sorry for your loss," said Loki, with uncharacteristically genuine sorrow.

To Be Continued.


End file.
